CAMPBELL STRATEGIC ALLOCATION FUND LP
10-Q, 1997-08-12
SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES
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<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-Q


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 

For the quarterly period ended      June 30, 1997                              
                               ------------------------------------------------

                                     or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 

For the transition period from                     to
                               -------------------- -------------------------

Commission File number:           0-22260                                      
                          -----------------------------------------------------



                  CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in charter)


<TABLE>
<S>                                                                                   <C>
                    Delaware                                                                       52-1823554              
- ----------------------------------------------                                   ------------------------------------------
             (State of Organization)                                                  (IRS Employer Identification Number)

Court Towers Building,
210 West Pennsylvania Avenue,
Baltimore, Maryland                                                                                 21204                     
- ------------------------------------------                                      ----------------------------------------------
(Address of principal executive offices)                                                           (Zip Code)

 (410) 296-3301                                             
- ------------------------------------------------------------
(Registrant's telephone number, including area code)
</TABLE>
<PAGE>   2

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.

                           Yes [ X ]         No [   ]

                                  Total number of Pages:  16  
                                                         -----

                                      2
<PAGE>   3
                        PART I - FINANCIAL INFORMATION


Item 1.          Financial Statements

The following unaudited financial statements of  Campbell Strategic Allocation
Fund, L.P. are included in Item 1:

         Statements of Financial Condition as of June 30, 1997 and
             December 31, 1996

         Statements of Operations for the Three Months and
             Six Months Ended June 30, 1997 and 1996

         Statements of Cash Flows for the Six Months Ended
             June 30, 1997 and 1996

         Statements of Changes in Partners' Capital for the Six Months Ended
             June 30, 1997 and 1996





                                      3
<PAGE>   4
                    CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
                       STATEMENTS OF FINANCIAL CONDITION
           June 30, 1997 (Unaudited) and December 31, 1996 (Audited)


<TABLE>
<CAPTION>
                                                                                June 30,              December 31,
                                                                                 1997                   1996        
                                                                         ------------------       ------------------
<S>                                                                         <C>                        <C>
ASSETS
     Equity in broker trading accounts
       Cash                                                                 $      5,525,641             $  15,907,914
       United States government securities                                        19,960,538                10,583,946
       Unrealized gain on open futures contracts                                   2,120,129                   304,907
                                                                            ----------------            --------------

                Deposits with broker                                              27,606,308                26,796,767

     Cash  and cash equivalents                                                   45,577,319                46,977,151
     United States government securities                                          81,296,635                35,925,168
     Unrealized gain (loss) on open forward contracts                             (3,227,381)                1,667,873
                                                                            ----------------            --------------

                Total assets                                                    $151,252,881              $111,366,959
                                                                            ================            ==============

LIABILITIES
     Accounts payable                                                         $       90,679           $       117,865
     Brokerage fee                                                                   957,773                   662,993
     Performance fee                                                                     -0-                 2,082,519
     Offering costs payable                                                           89,197                    56,627
     Redemptions payable                                                             386,282                   577,116
     Subscription deposits                                                           506,450                   133,036
                                                                            ----------------            --------------

                Total liabilities                                                  2,030,381                 3,630,156
                                                                            ----------------            --------------

PARTNERS' CAPITAL (NET ASSET VALUE)
     General Partner - 1,219.105 units
       outstanding at June 30, 1997 and                                            1,542,179                 1,123,514
       885.938 at December 31,1996
     Limited Partners - 116,742.415 and 84,069.060 units
       outstanding at June 30, 1997 and
       December 31, 1996                                                         147,680,321               106,613,289
                                                                            ----------------            --------------

                Total partners' capital
                (Net Asset Value)                                                149,222,500               107,736,803
                                                                            ----------------            --------------

                                                                                $151,252,881              $111,366,959
                                                                            ================            ==============
</TABLE>

                            See accompanying notes.





                                       4
<PAGE>   5
                    CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
                            STATEMENTS OF OPERATIONS
                      For the Three Months and Six Months
                          Ended June 30, 1997 and 1996
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                      Three Months Ended                 Six Months Ended
                                                           June 30,                          June 30,
                                                    1997            1996             1997             1996
                                                    ----            ----             ----             ----
<S>                                            <C>             <C>              <C>               <C>
INCOME
     Trading gains (losses)
       Realized                                $ (3,515,401)   $ 4,261,808      $ 5,189,644       $ 6,189,927
       Change in unrealized                        (657,862)    (2,596,607)      (3,080,032)       (2,023,776)
                                               -------------   ------------     ------------      ------------
             Gain from trading                   (4,173,263)     1,665,201        2,109,612         4,166,151
     Interest income                              1,880,616        695,754        3,287,765         1,276,198
                                               -------------   ------------     ------------      ------------
             Total income                        (2,292,647)     2,360,955        5,397,377         5,442,349
                                               -------------   ------------     ------------      ------------

EXPENSES
     Brokerage fee                                2,719,362      1,110,758        5,137,465         2,062,286
     Performance fee                                      0              0          816,384                 0
     Operating expenses                             100,578         59,509          202,413           106,446
                                               -------------   ------------     ------------      ------------
             Total expenses                       2,819,940      1,170,267        6,156,262         2,168,732
                                               -------------   ------------     ------------      ------------
             NET INCOME                        $ (5,112,587)   $ 1,190,688      $  (758,885)      $ 3,273,617
                                               =============   ============     ============      ============

NET INCOME PER GENERAL
AND LIMITED PARTNER UNIT
     (based on weighted average
     number of units outstanding   
     during the period)                              (47.57)   $     22.36      $     (7.71)      $     65.22
                                               =============   ============     ============      ============

INCREASE IN NET ASSET
VALUE PER GENERAL
AND LIMITED PARTNER UNIT                       $     (54.02)   $     21.22      $     (3.15)      $     61.73
                                               =============   ============     ============      ============
</TABLE>





                            See accompanying notes.





                                       5
<PAGE>   6
                    CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
                            STATEMENTS OF CASH FLOWS
                For the Six Months Ended June 30, 1997 and 1996
                                  (Unaudited)



<TABLE>
<CAPTION>
                                                                                           1997             1996 
                                                                                           -----           ------
<S>                                                                                  <C>                   <C>
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES
  Net income                                                                         $    (758,885)        $ 3,273,617
         Adjustments to reconcile net income to net cash from
         operating activities
               Net change in unrealized                                                  3,080,032           2,023,776
               (Increase) decrease in accounts payable and accrued expenses             (1,814,925)             95,453
                                                                                     -------------      --------------

                     Net cash from operating activities                                    506,222           5,392,846
                                                                                     -------------      --------------

CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
  Net (purchases) maturities of investments in United States government
         and agency securities                                                         (54,748,059)        (38,252,115)
                                                                                     -------------      --------------
                     Net cash from (for) investing activities                          (54,748,059)        (38,252,115)
                                                                                     -------------      --------------
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
  Addition of units                                                                     45,338,293          17,088,469
  Increase  in subscription deposits                                                       373,414             203,873
  Redemption of units                                                                   (2,603,329)         (3,410,463)
  Decrease in redemptions payable                                                         (190,834)           (648,426)
  Offering costs charged                                                                  (490,382)           (271,866)
  Increase in offering costs payable                                                        32,570              10,504
                                                                                     -------------      --------------
                     Net cash from financing activities                                 42,459,732          12,972,091
                                                                                     -------------      --------------

Net increase (decrease) in cash and cash equivalents                                   (11,782,105)        (19,887,178)

CASH AND CASH EQUIVALENTS
  Beginning of period                                                                   62,885,065          33,729,444
                                                                                     -------------      --------------

  End of period                                                                        $51,102,960         $13,842,266
                                                                                     =============      ==============
</TABLE>

                            See accompanying notes.





                                       6
<PAGE>   7
                    CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
          STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
                For the Six Months Ended June 30, 1997 and 1996
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                 Partners' Capital                               
                               ----------------------------------------------------------------------------------

                                      General                        Limited                      Total                  
                               ----------------------      ------------------------     -------------------------
                               Units           Amount      Units             Amount     Units              Amount
                               -----           ------      -----             ------     -----              ------
<S>                           <C>          <C>          <C>             <C>            <C>          <C>
SIX MONTHS ENDED
   JUNE 30, 1997
Balances at
    December 31, 1996           885.938    $1,123,514      84,069.060   $106,613,289    84,954.998  $107,736,803

Additions                       333.167       430,000      34,718.090     44,908,293    35,051.257    45,338,293

Net loss for the six months
    ended June 30, 1997                        (6,367)                      (752,518)                   (758,885)

Redemptions                       0.000             0      (2,044.735)    (2,603,329)   (2,044.735)   (2,603,329)

Offering costs                                 (4,968)                      (485,414)                   (490,382)
                              ---------    ----------   -------------   ------------   -----------  ------------

Balances at
    June 30, 1997             1,219.105    $1,542,179   1,116,742.415   $147,680,321   117,961.520  $149,222,500
                              =========    ==========   =============   ============   ===========  ============

 SIX MONTHS ENDED
  JUNE 30, 1996
Balances at
    December 31, 1995           472.222    $  459,018      45,897.894   $ 44,614,516    46,370.116  $ 45,073,534

Additions                       143.985       150,000      16,559.545     16,938,469    16,703.530    17,088,469

Net income for the six months
    ended June 30, 1996                        30,695                      3,242,922                   3,273,617

Redemptions                      0.000              0      (3,337.843)    (3,410,463)   (3,337.843)   (3,410,463)

Offering costs                                 (2,697)                      (269,169)                   (271,866)
                              ---------    ----------   -------------   ------------   -----------  ------------

Balances at
    June 30, 1996               616.207    $  637,016      59,119.596   $ 61,116,275    59,735.803  $ 61,753,291 
                              =========    ==========   =============   ============   ===========  ============
</TABLE>


<TABLE>
<CAPTION>
                                                          Net Asset Value Per Unit                        
                          ----------------------------------------------------------------------------------
                            June 30,              December 31,            June 30,             December 31,         
                             1997                   1996                     1996                   1995      
                          ------------          -------------           ------------         ---------------
                          <S>                   <C>                     <C>                  <C>
                          $   1,265.01          $    1,268.16           $    1,033.77        $         972.04
                          ============          =============           =============        ================
</TABLE>

                            See accompanying notes.





                                       7
<PAGE>   8
                    CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
                         NOTES TO FINANCIAL STATEMENTS
                                  (Unaudited)


Note 1.        ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

               A.  General Description of the Partnership
                   Campbell Strategic Allocation Fund, L.P. (the Partnership) is
                   a Delaware limited partnership which operates as a commodity
                   investment pool.  The Partnership was formed on May 11, 1993
                   and commenced trading on April 18, 1994.

               B.  Regulation
                   As a registrant with the Securities and Exchange Commission,
                   the Partnership is subject to the regulatory requirements
                   under the Securities Acts of 1933 and 1934.  As a commodity
                   investment pool, the Partnership is subject to the
                   regulations of the Commodity Futures Trading Commission, an
                   agency of the United States (U.S.) government which
                   regulates most aspects of the commodity futures industry,
                   rules of the National Futures Association, an industry
                   self-regulatory organization, and the requirements of the
                   various commodity exchanges where the Partnership executes
                   transactions.  Additionally, the Partnership is subject to
                   the requirements of Futures Commission Merchants (brokers)
                   and interbank market makers through which the Partnership
                   trades.

               C.  Method of Reporting
                   The Partnership's financial statements are presented in
                   accordance with generally accepted accounting principles,
                   which require the use of certain estimates made by the
                   Partnership's management.  Gains or losses are realized when
                   contracts are liquidated. Unrealized gain or losses on open
                   contracts (the difference between contract purchase price
                   and market price) are reported in the statement of financial
                   condition as a net gain or loss, as there exists a right of
                   offset of unrealized gains or losses in accordance with
                   Financial Accounting Standards Board Interpretation No. 39 -
                   "Offsetting of Amounts Related to Certain Contracts."  Any
                   change in net unrealized gain or loss from the preceding
                   period is reported in the statement of operations.  United
                   States government and agency securities are stated at market
                   value.

               D.  Cash and Cash Equivalents
                   Cash and cash equivalents includes cash, other demand
                   deposits and short-term time deposits held at the financial
                   institutions.

                E. Income Taxes
                   The Partnership prepares calendar year U.S. and state
                   information tax returns and reports to the partners their
                   allocable shares of the Partnership's income, expenses and
                   trading gains or losses.





                                       8
<PAGE>   9
                    CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  (Unaudited)

Note 1.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                F. Offering Costs
                   The General Partner has incurred total costs in connection
                   with the initial and continuous offering of Units of the
                   Partnership (offering costs) of $3,819,312 through June 30,
                   1997, $1,458,925 of which has already been reimbursed to the
                   General Partner by the Partnership. At June 30, 1997, the
                   Partnership reflects a liability in the statement of
                   financial condition for offering costs payable to the
                   General Partner of $89,197.  The Partnership's liability for
                   offering costs is limited to the maximum of total offering
                   costs incurred by the General Partner or 2.5% of the
                   aggregate subscriptions accepted during the initial and
                   continuous offerings; this maximum is further limited by a
                   pay-out schedule over 30 months.  The Partnership is only
                   liable for payment of offering costs on a monthly basis as
                   calculated based on the limitations stated above.  If the
                   Partnership terminates prior to completion of payment of the
                   calculated amounts to the General Partner, the General
                   Partner will not be entitled to any additional payments and
                   the Partnership will have no further obligation to the
                   General Partner.

                   The amount of monthly reimbursement due to the General
                   Partner is charged directly to Partners' capital.

               G.  Foreign Currency Transactions
                   The Partnership's functional currency is the U.S. dollar;
                   however, it transacts business in currencies other than the
                   U.S. dollar.  Assets and liabilities denominated in
                   currencies other than the U.S. dollar are translated into
                   U.S. dollars at the rates in effect at the date of the
                   statement of financial condition.  Income and expense items
                   denominated in currencies other than the U.S. dollar are
                   translated into U.S. dollars at the rates in effect during
                   the period.  Gains and losses resulting from the translation
                   to U.S. dollars are reported in income currently.

Note 2.        GENERAL PARTNER AND COMMODITY TRADING ADVISOR

               The General Partner of the Partnership is Campbell & Company,
               Inc., which conducts and manages the business of the
               Partnership. The General Partner is also the commodity trading
               advisor of the Partnership.  The Amended Agreement of Limited
               Partnership provides that the General Partner may make
               withdrawals of its Units, provided that such withdrawals do not
               reduce the General Partner's aggregate percentage interest in
               the Partnership to less than 1% of the net aggregate
               contributions.





                                      9
<PAGE>   10
               The General Partner is required by the Amended Agreement of
               Limited Partnership to maintain a net worth equal to at least
               5% of the capital contributed by all the limited partnerships
               for which it acts as general partner, including the Partnership.
               The minimum net worth shall in no case be less than $50,000 nor
               shall net worth in excess of  $1,000,000 be required.





                                      10
<PAGE>   11
                    CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  (Unaudited)


Note 2.        GENERAL PARTNER AND COMMODITY TRADING ADVISOR (CONTINUED)

               The Partnership pays a monthly brokerage fee equal to 1/12 of 8%
               (8% annualized) of month-end Net Assets.  The General Partner
               receives 7/8 of this fee, a portion (4/8 of the total brokerage
               fee) of which is used to compensate selling agents for ongoing
               services rendered and a portion (3/8 of  the total brokerage
               fee) of which is retained by the General Partner for trading and
               management services rendered.  The remaining 1/8 of the
               brokerage fee is paid directly to the broker.  During the six
               months ended June 30, 1997 and 1996, the amounts paid directly
               to the broker amounted to $642,183 and $257,786 respectively.

               The General Partner is also paid a quarterly performance fee of
               20% of the Partnership's aggregate cumulative appreciation in
               the Net Assets, exclusive of appreciation attributable to
               interest income and as adjusted for subscriptions and
               redemptions.

Note 3.        DEPOSITS WITH BROKER

               The Partnership deposits funds with a broker subject to
               Commodity Futures Trading Commission regulations and various
               exchange and broker requirements. Margin requirements are
               satisfied by the deposit of U.S. Treasury bills and cash with
               such broker.  The Partnership earns interest income on its
               assets deposited with the broker.

Note 4.        OPERATING EXPENSES

               Operating expenses of the Partnership are limited by the Amended
               Agreement of Limited Partnership to 0.5% per year of the average
               month-end Net Asset Value of the Partnership. Actual operating
               expenses were less than 0.5% (annualized) for the six months
               ended June 30, 1997 and 1996.

Note 5.        SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS

               Investments in the Partnership are made by subscription
               agreement, subject to acceptance by the General Partner.  As of
               June 30, 1997 and December 31, 1996 amounts received by the
               Partnership by prospective limited partners who have not yet
               been admitted to the Partnership by the General Partner amount
               to $506,450 and $133,036, respectively.

               The Partnership is not required to make distributions, but may
               do so at the sole discretion of the General Partner.  A Limited
               Partner may request and receive redemption of Units as of any
               month-end, subject to restrictions in the Amended Agreement of
               Limited Partnership (including redemption fees which apply to
               redemptions made in the first 12 months)..





                                       11
<PAGE>   12
                    CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  (Unaudited)


Note 6.        TRADING ACTIVITIES AND RELATED  RISKS

               The Partnership engages in the speculative trading of U.S. and
               foreign futures contracts and forward contracts (collectively,
               "derivatives"). These derivatives include both financial and
               non-financial contracts held as part of a diversified trading
               program.  The Partnership is exposed to both market risk, the
               risk arising from changes in the market value of the contracts,
               and credit risk, the risk of failure by another party to perform
               according to the terms of a contract.

               Purchase and sale of futures contracts requires margin deposits
               with the broker.  The Commodity Exchange Act requires a broker
               to segregate all customer transactions and assets from such
               broker's proprietary activities.  A customer's cash and other
               property (for example, U.S. Treasury bills) deposited with a
               broker are considered commingled with all other customer funds
               subject to the broker's segregation requirements.  In the event
               of a broker's insolvency, recovery may be limited to a pro rata
               share of segregated funds available.  It is possible that the
               recovered amount could be less than total cash and other
               property deposited.

               The amount of required margin and good faith deposits with
               brokers and interbank market makers usually range from 10% to
               30% of Net Asset Value.  The market value of securities held to
               satisfy such requirements at June 30, 1997 and December 31, 1996
               was $77,846,432 and $13,763,550, respectively, which equals 52%
               and 13% of the Fund's Net Assets, respectively.

               The Partnership trades forward contracts in unregulated
               markets between principals and assumes the risk of loss from
               counterparty nonperformance.  Accordingly, the risks associated
               with forward contracts are generally greater than those
               associated with exchange traded contracts because of the greater
               risk of counterparty default.  Additionally, the trading of
               forward contracts typically involves delayed cash settlement.

               The Partnership has a substantial portion  of its assets on
               deposit with financial institutions.  In the event of a
               financial institution's insolvency, recovery of  Partnership
               assets on deposit may be limited to account insurance or other
               protection afforded such deposits.  In the normal course of
               business, the Partnership requires collateral for repurchase
               agreements.

               For derivatives, risks arise from changes in the market value of
               the contracts.  Theoretically, the Partnership is exposed to a
               market risk equal to the value of futures and forward contracts
               purchased and unlimited liability on such contracts sold short.

               The fair value of derivatives represents unrealized gains and
               losses on open futures and forward contracts.  The average fair
               value of derivatives during the three months ended June 30,





                                       12
<PAGE>   13
               1997 and 1996 was approximately $1,532,091 and $2,633,000,
               respectively and





                                       13
<PAGE>   14
                    CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  (Unaudited)


Note 6.         TRADING ACTIVITIES AND RELATED  RISKS (CONTINUED)

                the related fair values as of June 30, 1997 and December 31,
                1996 are approximately $(1,107,000) and $1,973,000,
                respectively.

                Net trading results from derivatives are reflected in the
                statement of operations and equal gain from trading less the
                portion of the brokerage fee paid directly to the broker.  Such
                trading results reflect the net gain arising from the
                Partnership's speculative trading of futures and forward
                contracts.

                Open contracts generally mature within three months; the latest
                maturity date for open contracts as of June 30, 1997 is
                December 1997.  However, the Partnership intends to close all
                contracts prior to maturity.  At June 30, 1997 and  December
                31, 1996, the notional amount of open contracts is as follows:

<TABLE>
<CAPTION>
                                                            June 30, 1997                        December 31, 1996          
                                                 ----------------------------------   -------------------------------------
                                                   Contracts to      Contracts to       Contracts to          Contracts to
                                                     Purchase            Sell             Purchase                Sell        
                                                 ---------------    ---------------   ----------------        -------------
              <S>                                 <C>               <C>                 <C>                   <C>
              Derivatives:
                Futures contracts:
                  - Long-term interest rates      $  623,500,000    $            0      $  154,000,000        $118,100,000
                  - Short-term interest rates        829,000,000       230,900,000         134,200,000                   0
                  - Currencies                                 0                 0          11,400,000          21,200,000
                  - Stock indices                    457,500,000                 0             600,000          12,200,000
                  - Softs/Fibers                       1,600,000         2,300,000           1,000,000                   0
                  - Grains                             1,800,000         3,000,000                   0                   0
                  - Meats                                      0           200,000             400,000                   0
                  - Metals                            36,900,000        59,700,000          16,500,000           9,300,000
                  - Energy                                     0        24,900,000          18,300,000                   0

                Forward contracts:
                  - Currencies                       353,900,000       388,900,000         119,900,000         155,700,000
                                                  --------------    --------------      --------------        ------------

                                                  $2,304,200,000    $  709,900,000      $  456,300,000        $316,500,000
                                                  ==============    ==============      ==============        ============
</TABLE>


                The above amounts do not represent the Partnership's risk of
                loss due to market and credit risk, but rather represent the
                Partnership's extent of involvement in derivatives at the date
                of the statement of financial condition.





                                       14
<PAGE>   15
                    CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  (Unaudited)

               The General Partner has established procedures to actively
               monitor and minimize market and credit risk.  The Limited
               Partners bear the risk of loss only to the extent of the market
               value of their respective investments and, in certain specific
               circumstances, distributions and redemptions received.

Note 7.        INTERIM FINANCIAL STATEMENTS

               The Statement of Financial Condition as of June 30, 1997, the
               Statements of Operations for the three months and six months
               ended June 30, 1997 and 1996, the Statements of Cash Flows for
               the six months ended June 30, 1997 and 1996 and  the Statements
               of Changes in Partners' Capital (Net Asset Value) for the six
               months ended June 30, 1997 and 1996 are unaudited.  In the
               opinion of management, such financial statements reflect all
               adjustments, which were of a normal and recurring nature,
               necessary for a fair presentation of financial position as of
               June 30, 1997 and the results of operations for the three
               months and six months ended June 30, 1997 and 1996.





                                       15
<PAGE>   16



Item 2.          Management's Discussion and Analysis of Financial Condition
                     and Results of Operations

Introduction

The offering of the Campbell Strategic Allocation Fund's (the "Fund") Units of
Limited Partnership Interests commenced on January 12, 1994, and the initial
offering terminated on April 15, 1994 with proceeds of $9,692,439.  The
continuing offering period commenced immediately after the termination of the
initial offering period; additional subscriptions totaling $140,198,214 have
been accepted during the continuing offering period as of July 1, 1997.
Redemptions over the same time period total $18,692,796.  The Fund commenced
operations on April 18, 1994.

Capital Resources

The Fund will raise additional capital only through the sale of Units offered
pursuant to the continuing offering, and does not intend to raise any capital
through borrowing.  Due to the nature of the Fund's business, it will make no
capital expenditures and will have no capital assets which are not operating
capital or assets.

Liquidity

Most United States commodity exchanges limit fluctuations in commodity futures
contracts prices during a single day by regulations referred to as "daily price
fluctuation limits" or "daily limits".  During a single trading day, no trades
may be executed at prices beyond the daily limit.  Once the price of a futures
contract has reached the daily limit for that day, positions in that contract
can neither be taken nor liquidated.  Commodity futures prices have
occasionally moved to the daily limit for several consecutive days with little
or no trading.  Similar occurrences could prevent the Fund from promptly
liquidating unfavorable positions and subject the Fund to substantial losses
which could exceed the margin initially committed to such trades.  In addition,
even if commodity futures prices have not moved the daily limit, the Fund may
not be able to execute futures trades at favorable prices, if little trading in
such contracts is taking place.  Other than these limitations on liquidity,
which are inherent in the Fund's commodity futures trading operations, the
Fund's assets are expected to be highly liquid.





                                      16
<PAGE>   17




Results of Operations

The return for the six months ending June 30, 1997 and 1996 was (.25)% and
6.35%, respectively. The (.25)% decrease was the result of an approximate 1.66%
increase due to trading gains (before commissions) and an approximate 2.59%
increase due to interest income, offset by an approximate 4.50% decrease as the
result of brokerage fees, performance fees and operating costs borne by the
Fund.

The majority of trading gains for the first quarter of 1997 came from the
foreign exchange sector, where the U.S. Dollar continued to show strength early
in the quarter.  Short foreign currency positions realized profit as the U.S.
Dollar's upward trend remained intact.  Another strong contributor to first
quarter profits was the energy sector.  The warm weather in February gave
direction to January's volatility in energy.  Short positions in natural gas
and London Gasoil proved profitable.  The interest rate sector was the poorest
performer.  Mid-quarter gains based on good employment and inflation numbers
quickly turned to losses after Greenspan's Congressional testimony. However,
strong economic data and a Federal Reserve rate hike combined to push bonds
lower, providing a profit on the short position and offsetting some losses.  As
the equity market consolidated the Fund experienced slight losses.  These
losses, though painful, are expected as we move from trend to trend.

Trading for the second quarter of 1997 proved unprofitable, giving back 4.12%
of the 5.78% in trading profits earned during the first quarter.  The powerful
trends in currencies, interest rates, and energy, that had given us such strong
performance during the last quarter of 1996, came to their conclusion and went
through the normal, cyclical period of volatility and a consolidation phase in
April and May.  The energy sector reversed course and we gave back much of the
profits made earlier in the year on our short positions.  Returns from stock
indices were strong in the second quarter, as the result of U.S. and
international indices which rallied in response to lower interest rates and the
Federal Reserve's failure to raise rates at its May meeting.

The Fund is unaware of any (i) anticipated known demands, commitments or
capital expenditures; (ii) material trends, favorable or unfavorable, in its
capital resources; or (iii) trends or uncertainties that will have a material
effect on operations.  From time to time, certain regulatory agencies have
proposed increased margin requirements on commodity futures contracts.  Because
the Fund generally uses a small percentage of assets for margin, the Fund does
not believe that any increase in margin requirements, if adopted as proposed,
will have a material effect on the Fund's operations.  Management cannot
predict whether the Fund's Net Asset Value per Unit will increase or decrease.
Inflation is not a significant factor in the Fund's operations, except to the
extent that inflation may affect futures' prices.

Off-Balance Sheet Risk





                                      17
<PAGE>   18




The Fund trades in futures and forward contracts and is therefore a party to
financial instruments with elements of off-balance sheet market and credit
risk.  In entering into these contracts there exists a risk to the Fund (market
risk) that such contracts may be significantly influenced by market conditions,
such as interest rate volatility, resulting in such contracts being less
valuable.  If the markets should move against all of the futures interests
positions of the Fund at the same time, and if the Fund's trading advisor was
unable to offset futures interests positions of the Fund, the Fund could lose
all of its assets and the Limited Partners would realize a 100% loss.  Campbell
& Company, Inc., the General Partner (who also acts as trading advisor),
minimizes market risk through real-time monitoring of open positions,
diversification of the portfolio and maintenance of a margin-to-equity ratio
that rarely exceeds 30%.

In addition to market risk, in entering into futures and forward contracts
there is a risk to the Fund (credit risk) that a counterparty will not be able
to meet its obligations to the Fund.  The counterparty of the Fund for futures
contracts traded in the United States and most foreign exchanges on which the
Fund trades is the clearinghouse associated with such exchange.  In general,
clearinghouses are backed by the membership of the exchange and will  act in
the event of non-performance by one of its members or one of its members'
customers, and as such, should significantly reduce this credit risk.  In cases
where the Fund trades on exchanges where the clearinghouse is not backed by the
membership (i.e. some foreign exchanges) or when the Fund enters into
off-exchange contracts (i.e. forward contracts) with a counterparty, the sole
recourse of the  Fund will be the clearinghouse or the counterparty as the case
may be.   Campbell & Company, Inc., in its business as a commodity trading
advisor and through its many relationships with brokers, monitors the
creditworthiness of the exchanges and the  clearing members of the foreign
exchanges with which it does business for the Fund and other clients.  With
respect to forward contract trading, the Fund trades with only those
counterparties which the General Partner has determined to be creditworthy.
All positions of the Fund are valued each day on a mark-to-market basis.  While
the General Partner monitors the creditworthiness and risks involved in dealing
on the various exchanges and with counterparties, there can be no assurance
that an exchange or counterparty will be able to meet its obligations to the
Fund.





                                      18
<PAGE>   19



                          PART II-OTHER INFORMATION

Item 1.          Legal Proceedings.

                 None

Item 2.          Changes in Securities

                 None

Item 3.          Defaults Upon Senior Securities

                 Not applicable.

Item 4.          Submissions of Matters to a vote of Security Holders.

                 None

Item 5.          Other Information

                 None

Item 6.          Exhibits and Reports on Form 8-K.

                 None

                 There are no exhibits to this Form 10-Q.










                                      19
<PAGE>   20

                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                         CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
                               (Registrant)
                                    
                                    By: Campbell & Company, Inc.
                                        General Partner
                                        
                                        
Date: August 12, 1997               By:   /s/Theresa D. Livesey                
                                        ---------------------------------------
                                                Theresa D. Livesey
                                        Chief Financial Officer/Treasurer/
                                        Director





                                      20

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF CAMPBELL STRATEGIC ALLOCATION FUND, L.P. AS OF AND FOR THE SIX
MONTHS ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENT.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                          51,102
<SECURITIES>                                   100,151
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               151,253
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 151,253
<CURRENT-LIABILITIES>                            2,030
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                     149,223
<TOTAL-LIABILITY-AND-EQUITY>                   151,253
<SALES>                                              0
<TOTAL-REVENUES>                                 5,397
<CGS>                                                0
<TOTAL-COSTS>                                    6,156
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                  (759)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                              (759)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     (759)
<EPS-PRIMARY>                                   (7.71)
<EPS-DILUTED>                                   (7.71)
        

</TABLE>


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